No Breach; Consents. Except as set forth on SCHEDULE 4.7 hereto, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not (i) result in any lien, pledge, mortgage, security interest, claim, lease, charge, option, easement, servitude or other encumbrance whatsoever (collectively, "Liens") upon any of the property of Seller (other than in favor of Buyer) or (ii) violate, conflict with or breach any of the terms and conditions of, result in a material modification of, accelerate or trigger the rights of any person under, or constitute (or with notice or lapse of time or both would constitute) a default under (a) any material instrument, contract or other agreement to which Seller is a party or by or to which it or any of its properties is bound or subject; (b) Seller's Certificate of Incorporation or By-laws (and all amendments thereto up through the date hereof); or (c) any Law applicable to Seller or any of its properties or operations. Except as set forth on SCHEDULE 4.7, no consent, approval or authorization of, or declaration or filing with, any governmental authority, stockholder of Seller or other person is required on the part of Seller in connection with the execution, delivery or performance of this Agreement or the consummation by it of the transactions contemplated hereby.
No Breach; Consents. The execution, delivery and performance of this Agreement and each other Transaction Document to which Buyer will be a party by Buyer does not and will not (a) contravene any provision of the Organizational Documents of Buyer; (b) violate or conflict with any Law, Order or Governmental Entity; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Buyer; or (d) require any Governmental Authorization.
No Breach; Consents. The execution, delivery and performance of this Agreement by Buyer will not (a) contravene any provision of the Organizational Documents of Buyer; (b) violate or conflict with any Law, Governmental Order or Governmental Authority; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Buyer; or (d) require any Governmental Authorization.
No Breach; Consents. (a) Provided that each Consent and Governmental Authorization set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent, the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which such Sellers will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyers, will not (i) violate or conflict with any Law, Governmental Order or Governmental Authorization; (ii) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, result in a material payment under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under, any Contract that is either binding upon or enforceable against any Seller or any Governmental Authorization that is held by any Seller; (iii) result in the creation of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any Seller; (iv) require any Governmental Authorization; or (v) give any Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization.
(b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, (iii) the Person that is legally or contractually obligated to obtain such consent, and (iv) the date by which such Seller Required Consent is legally or contractually required to be obtained.
No Breach; Consents. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby (a) do not and will not conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of any lien, security interest, charge or encumbrance upon the assets of either of Purchaser under, or require any authorization, consent, approval, exemption or other action by or notice to any third party under the provisions of the Charter or By-Laws of Purchaser or any license, indenture, mortgage, lease, loan agreement or other agreement (oral or written) or instrument to which Purchaser is a party, and (b) do not require any authorization, consent, approval, exemption or other action by or notice to any court or governmental body under any law, statute, rule, regulation or decree to which Purchaser is subject.
No Breach; Consents. The execution, delivery and performance of this Agreement and the Escrow Agreement by such Seller will not (a) violate or conflict with any Law, Governmental Order or Governmental Authorization; (b) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against such Seller; (c) result in the creation of any Lien upon the Securities held by such Seller; or (d) require any Governmental Authorization.
No Breach; Consents. The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements to which such Seller is a party and the consummation by such Seller of the transactions contemplated hereby and thereby, do not (a) conflict with, violate or result in a breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation or result in the acceleration of or the creation of any Lien (with or without the giving of notice or the lapse of time) under, any provision of the articles of organization, operating agreement or other constituent charter documents, if any, of such Seller, or (b) conflict with, violate or result in any breach of, constitute a default under, give rise to a right of acceleration, termination or cancellation of any obligation or result in the acceleration of or the creation of any Lien, other than Permitted Liens (with or without the giving of notice or the lapse of time) under (i) any provision of any agreement, commitment, lease, license, contract, note, mortgage, indenture, arrangement, instrument, understanding, or other obligation (whether oral or written) (collectively, “Contracts”) to which such Seller is a party or by which it is bound or to which such Seller or its assets or properties are subject or (ii) any Law to which such Seller or any of its assets or properties are subject. Except as set forth on Schedule 2.3 hereto, and except in connection with the HSR Act, no notices, reports or other filings are required to be made by such Seller with, and no consents, approvals or other authorizations are required to be obtained by such Seller from, any Governmental Authority or other person in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby. For purposes of this Agreement, the term “
No Breach; Consents. The execution, delivery and performance of this Agreement will not (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling Company; (c) except as set forth on Schedule 3.3, conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Acquired Contract that is either binding upon or enforceable against any Selling Company or any Governmental Authorization that is held by any Selling Company; or (d) result in the creation of any material Encumbrance upon any of the Acquired Assets.
No Breach; Consents. (a) Except as set forth in Section 2.02(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby, will directly or indirectly (with or without notice or lapse of time):
(i) conflict with or violate any provision of the Company's articles of incorporation, bylaws or other organizational documents;
(ii) conflict with or violate, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement, Order or Governmental Authorization applicable to Seller or the Company;
(iii) conflict with, breach any provision of, constitute a default under, give any Person the right to declare a default or exercise any remedy under, or result in the termination, amendment, modification, abandonment or acceleration of the maturity or performance (or any right to effect such a result) of any Material Contract; or
(iv) impose any Encumbrance upon or with respect to any of the Company's assets or the Shares.
(b) Except as set forth in Section 2.02(b) of the Disclosure Schedule, neither Seller nor the Company is required to give any notice or obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
No Breach; Consents. The execution, delivery and performance of this Agreement, the Buyer Option Agreement and the other Ancillary Agreements to which the Seller will become a party will not (a) violate or conflict with any Law, Governmental Order or Governmental Authorization as in effect as of the Closing Date; (b) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Seller; (c) result in the creation of any Encumbrance upon the Shares held by Seller; (d) require any Governmental Authorization; (e) cause Buyer to become subject to, or to become liable for the payment of, any sales tax or transfer tax; or (f) result in any shareholder of the Company having the right to exercise dissenters’ appraisal rights.
